U.
          S.
          SECURITIES AND EXCHANGE COMMISSION
 Washington,
            D.C. 20549
 
 FORM
            10-KSB/A
 
 |X|
            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
 THE
            SECURITIES EXCHANGE ACT OF 1934
 
 FOR
            THE
            FISCAL YEAR ENDED APRIL 30, 2007
 
 Commission
            File No. 0-4006
 
 **ORION
            DIVERSIFIED TECHNOLOGIES, INC.**
 (
            Exact
            name of registrant as specified in its charter)
 
 New
                      Jersey
                  22-1637978(State
                      or other jurisdiction
                  (IRS
                      Employer Identification No.)Of
                      incorporation or organization)
 
 11
            Front St., Suite 200,Hempstead,NY11550
 (Address
            of Principal Executive Offices)   (Zip Code)
 
 (516)
            220-1229
 (Issuer's
            Telephone Number Including Area Code)
 
 Securities
            registered under Section 12(b) of the Act:
 None
 
 Securities
            registered under Section 12(g) of the Act:
 
 Common
            Stock, $.01 par value
 (Title
            of
            Class)
 
 Check  whether  the
            Issuer (1) has filed all  reports  required  to be
            filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
            (or
            for such shorter period that the registration was required to file such
            reports), and (2) has been subject to such filing requirements for the
            past 90
            days. YES { X}  NO {    }
 
 Check
            if
            there is no disclosure of delinquent filers in response to Item 405 of
            Regulation S-B not contained in this form, and no disclosure will be
            contained,
            to the best of the  registrant's  knowledge,  in
            definitive proxy or information statements
            incorporated  by  reference  in Part III of this
            Form  10-KSB or any amendment to this Form 10-KSB.
            {     }
 
 State
            issuer's revenues for its most recent fiscal year. $0
 
 The
            aggregate market value of the voting stock held by non-affiliates computed
            by
            reference to the price at which the stock was sold, or the average bid
            and asked
            prices of such stock, as of August 2, 2007, was approximately
            $5,490,140.
 
 State
            the
            number of shares outstanding of each of the issuer's classes of common
            equity,
            as of the latest practicable date.
  Common
            Stock, $.01 Par Value, 9,982,073 shares
 
 **DOCUMENTS
            INCORPORATED BY REFERENCE**
 None
  
   
  Orion
            Diversified Technologies, Inc.
 Form
            10-KSB Annual Report
 
 Table
            of
            Contents
 
 Part
                      IItem
                      1
                  Description
                      of  BusinessItem
                      2
                  Description
                      of PropertyItem
                      3
                  Legal
                      ProceedingsItem
                      4.
                  Submission
                      of Matters to a Vote of Security HoldersPart
                      IIItem
                      5.
                  Markets
                      for Common Equity and Related Stockholders MatterItem
                      6
                  Management's
                      Discussion and Analysis or Plan of OperationItem
                      7
                  Financial
                      Statements (See Financial Section)Item
                      8
                  Changes
                      in and Disagreements with Accountants on Accounting and Financial
                      Disclosure.Item
                      8A
                  Disclosure
                      Controls and ProceduresItem
                      8B
                  Other
                      InformationPart
                      IIIItem
                      9
                  Directors,
                      Executive Officers, Promoters and Control PersonsItem
                      10
                  Executive
                      CompensationItem
                      11
                  Security
                      Ownership of Certain Beneficial Owners and
                      ManagementItem
                      12.
                  Certain
                      Relationships and Related TransactionsItem
                      13
                  Exhibits
                      and Reports on Form 8-KItem
                      14
                  Principal
                      Accountant Fees and Services
 
  
   
  PART
            I
 
 **ITEM
            1. DESCRIPTION OF BUSINESS**
 
 (a)
            Business Development
 
 Historical
            Development
 
 The
            Registrant (“Orion”) was incorporated in New Jersey on May 6,
            1959.  Until 1986, the Company was engaged in the marketing and sale
            of a line of semiconductors, transistors, diodes and rectifiers and,
            to a lesser
            extent, other ancillary related electronic products.  Because of
            sustained operating losses, the Company discontinued this line of operation
            and
            filed a plan of reorganization (under Chapter 11 of the Bankruptcy Act
            , on
            April 30, 1990.  Thereafter it was released from the proceeding and
            commenced looking for another business.  It became involved in a real
            estate project which did not succeed and then became a shell again looking
            for
            an opportunity.
 
 The
            Orion’s address is 11 Front St. Hempstead, NY 11550, and its telephone number
            is  (516) 220-1229.
 
 Recent
            Developments
 
 *Ovale
            S.A Business Combination*
 
 On
            September 15, 2004, the Orion, and the holders of all of the outstanding
            capital
            stock (the "Holders") of Ovale S.A., a Swiss corporation ("Ovale"), entered
            into
            a reverse acquisition Share Exchange Agreement (the "Exchange Agreement")
            that
            amended, restated and replaced their prior 2003 agreement.  Pursuant
            to the Exchange Agreement, the Holders agreed to tender to the Orion
            all of the
            100 issued and outstanding shares of Class A common stock, 1,000 CHF
            (i.e.,
            Swiss Francs) par value, and all 150 issued and outstanding shares of
            Class B
            common stock, 5,000 CHF par value, of Ovale in exchange for an aggregate
            of
            10,608,100 shares of common stock of the Orion.
 
 In
            addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000
            from the
            Orion in June, 2003 (the “June Borrowers”) and Vladimir Fabert, Ovale's
            President and principal stockholder ("Fabert") who arranged for a loan
            to be
            made to Ovale for a maximum of €700,000 (the “Fabert-Ovale Loan”) agreed that at
            the closing: (i) Fabert shall accept 1.667 shares of the Orion's common
            stock
            for each Euro lent to Ovale by the Orion as payment of the Fabert-Ovale
            Loan;
            and (ii) the June Borrowers shall accept CHF50,000 as additional payment
            for
            their Class A Ovale shares in full satisfaction of their loan.  The
            foregoing is hereinafter referred to as the (the "Share
            Exchange").  As a result, and at the closing of the Share Exchange,
            Ovale will become a wholly owed subsidiary of the Orion, and the Holders
            will
            collectively own approximately 75% of the total number of shares of the
            Orion's
            common stock expected to be issued and outstanding as of that
            date.  The transaction with the Holders is being accounted for as a
            reverse acquisition.  The Agreement, which contains the customary
            representations and warranties, requires Ovale to furnish the Orion with
            audited
            financial statements. Following the closing of the Share Exchange with
            Ovale, of
            which there can be no assurance: (i) Messrs. Vladimir Fabert and Gilles
            Neveau
            will be elected as the Orion's principal executive officers and as members
            of
            the Orion's Board of Directors; (ii) the Orion will elect a Chief Financial
            Officer; (iii) Irwin Pearl will remain as a member of the Orion's Board
            of
            Directors; and (iv) the Orion will become principally engaged in the
            design and
            distribution of high quality infant clothing, gifts and
            accessories.
 
 On
            November 8, 2004, the Orion, Ovale and the Holders entered into an amendment
            (the "Amendment") to the Exchange Agreement.  Pursuant to the
            Amendment, the parties agreed to consummate the business combination
            made the
            subject of the Exchange Agreement in two closings. At the first closing,
            which
            took place on November 19, 2004, the Orion delivered 5,900,000 shares
            of its
            common stock, $.01 par value per share, to Frederic,Cottier, the designated
            Swiss escrow agent. An aggregate of 2,669,541 of these shares are being
            held in
            escrow until the second closing when the same shall be delivered to Vladimir
            Fabert (1,949,541 shares) and Alexandre Fabert, his wife (720,000 shares).
            An
            aggregate of 1,166,900 shares were delivered to the owners of the Orion-Ovale
            loan and 2,063,559 shares were delivered to the Ovale shareholders in
            proportion
            to their interests in Ovale.  Also, the Orion-Ovale loan was assigned
            to Orion, all issued and outstanding shares of Ovale were delivered to
            Ovale’s
            counsel until the second closing, and  €443,894 held in trust in
            Switzerland, was released to Ovale for use in its business.  At the
            second closing, Orion shall deliver the remaining 5,875,000 shares of
            its
  
  common
            stock, $.01 par value per share to the individual Ovale shareholders
            in exchange
            for all of the Ovale shares and Mr. Cottier will deliver the 2,669,541
            shares as
            aforesaid. Finally, the Amendment provided that Orion's Board of Directors
            shall
            remain in tact until the second closing.  As previously reported in
            Orion's Form 10-KSB for the fiscal year ended April 30, 2004, the transaction
            with Ovale was previously approved by a majority of Orion's
            shareholders.  Thereafter from time to time it was approved in written
            consents by the holders of two-thirds of the shares outstanding.  We
            anticipate that a meeting of shareholders will be called shortly to approve
            the
            various aspects of the transaction.  At that meeting, a vote of
            two-thirds of the shares outstanding as of November 4, 2004 (before issuance
            of
            shares to the Ovale group) will be necessary to approve the
            transaction.  It is further anticipated that the holders of such
            shares who signed the written consents will vote in favor of the
            transaction.
 
 *Business
            of Orion*
 
 For
            several years prior to entering into its agreements with Ovale, Orion
            was a
            "shell" corporation with no assets and limited liabilities.  Since
            entering into its agreements with the Ovale shareholders in 2003, Orion's
            management limited Orion's activities to seeking to consummate the business
            combination with Ovale, S.A.’s shareholders. No business combination was
            concluded by Orion during the three fiscal years ended April 30,
            2007.
 
 Until
            September 15, 2004, Orion may have been deemed to be a blank check
            company.  As defined in Section  7(b)(3)  of
            the  Securities  Act of 1933,  as
            amended  (the "Act"),  a
            "blank  check"  company is
            a  development  stage  company that has no
            specific  business plan or purpose or has indicated that its business
            plan is to engage in a merger or an acquisition  with an
            unidentified  company or companies and is
            issuing  "penny  stock"  securities  as
            defined in Rule  3(a)(51)  of the
            Securities  Exchange Act of 1934, as amended (the "34
            Act").  The Securities and Exchange Commission and many states have
            enacted statutes, rules and regulations limiting the sale of securities
            of blank
            check companies.
 
 In
            the
            event the proposed transaction with Ovale does not close, Orion will
            attempt to
            identify and negotiate with a business target for the merger of that
            entity with
            and into Orion.  In certain instances, a target company may wish to
            become a subsidiary of Orion or may wish to contribute or sell assets
            to Orion
            rather than to merge. No assurances can be given that Orion will be successful
            in identifying or negotiating with any target company.  The Registrant
            seeks to provide a method for a foreign or domestic privately owned company
            to
            become a reporting ("public") company whose securities are qualified
            for trading
            in the United States secondary market.
 
 Similar
            to the proposed transaction with Ovale, a business combination with a
            target
            company will normally involve the transfer to the target company of the
            majority
            of the issued and outstanding common stock of Orion, and the substitution
            by the
            target company of its own management and board of directors.  No
            assurances can be given that Orion will be able to enter into a business
            combination, or, if Orion does enter into such a business combination
            no
            assurances can be given as to the terms of a business combination, or
            as to the
            nature of the target company.
 
 *Risk
            Factors*
 
 The
            Registrant's business is subject to numerous risk factors, including
            the
            following:
 
 No
            Operating History or Revenue and Minimal Assets.  The Registrant
            has had no operating history nor any revenues or earnings from operations
            for at
            least the last three years.  The Registrant has no significant assets
            except for its interest in Ovale, and has no financial resources.  The
            Registrant will, in all likelihood, incur operating expenses without
            corresponding revenues, at least until the consummation of a business
            combination.  This may  result  in
            the  Registrant incurring  a
            net  operating  loss
            which  will  increase  continuously until Orion
            can consummate a business combination with a target company.  There
            can be no assurance that Orion will be able to identify such a target
            company
            and consummate such a business combination on acceptable terms or that
            it will
            derive any benefit from the net operating loss.
 
 Speculative
            Nature of Orion's Proposed Operations.  The success of Orion's
            proposed reverse acquisition business combination with Ovale will depend
            to a
            great extent on the operations, financial condition and management of
            Ovale.  There can be no assurance that Ovale will be successful in its
            proposed high end infant's clothing and giftware business.
  
 
 Continued
            Management Control, Limited Time Availability.  While seeking to
            close the business combination with Ovale, management anticipates devoting
            up to
            five (5) hours per month to the business of Orion.  The Registrant's
            only two executive officers and directors are Mr. Irwin Pearl, the President,
            Secretary and Chief Financial Officer, and Mr. Thomas F. Regan, the Vice
            President, neither of whom have entered into written employment agreements
            with
            Orion or are expected to do so in the foreseeable future. The Registrant
            has not
            obtained key man life insurance on its officers and directors. Notwithstanding
            the combined limited experience and time commitment of management, loss
            of the
            services of its President, Mr. Irwin Pearl, would adversely affect development
            of Orion's business and its likelihood of consummating a business
            combination.
 
 Conflicts
            of Interest--General. The Registrant's two officers and directors
            participate in other business ventures which may compete directly with
            Orion.  Although none are anticipated, conflicts of interest and
            non-arms length transactions may also arise in the future. Management
            does not
            anticipate that Orion will seek a merger with, or acquisition of, any
            entity in
            which any member of management serves as an officer, director or partner,
            or in
            which they or their family members own or hold any ownership interest.
            See "ITEM
            9. Directors and Executive Officers, Promoters and Control Persons; Compliance
            with Section 16(a) of the 34 Act.
 
 Reporting
            Requirements May Delay or Preclude Acquisition. Section 13 of the 34 Act
            requires  companies subject thereto to provide
            certain  information about
            significant  acquisitions  including  certified  financial  statements  for  Orion
            acquired covering one or two years, depending on the relative size of
            the  acquisition.  The time and additional costs that may be
            incurred by some target companies to prepare such financial statements
            may
            significantly delay or essentially preclude consummation of an otherwise
            desirable acquisition by Orion.  Acquisition prospects that do not
            have or are unable to obtain the required audited statements may not
            be
            appropriate for acquisition so long as the reporting requirements of
            the 34 Act
            are applicable.
 
 Lack
            of Market Research or Marketing Organization.  If the Exchange
            Agreement does not close, Orion will look for another reverse merger
            opportunity.  The Registrant has not conducted, nor have others made
            available to it, market research indicating that demand exists for the
            transactions contemplated by Orion.  Even in the event demand exists
            for a merger or acquisition of the type contemplated by Orion, there
            can be no
            assurance Orion will be successful in completing any such business
            combination.
 
 Lack
            of Diversification.  The
            Registrant's  proposed  operations,  even if
            successful,  will, at least in the short term and in
            all  likelihood in the long term, result in Orion engaging in a
            business  combination with only one business
            opportunity.  Consequently, Orion's activities will be limited to
            those engaged in by the business opportunity which Orion merges with
            or
            acquires. The Registrant's inability to diversify its activities into
            a number
            of areas may subject Orion to economic fluctuations within a particular
            business
            or industry and therefore increase the risks associated with Orion's
            operations.
 
 Probable
            Change in Control and Management.  A business combination
            involving the issuance of Orion's common stock will, in all likelihood,
            result
            in shareholders of a target company obtaining a controlling interest
            in
            Orion.  Any such business combination may require shareholders of
            Orion to sell or transfer all or a portion of Orion's common stock held
            by
            them.  The  resulting change in control of
            Orion  will likely result in removal of the present officers and
            directors of Orion and a corresponding  reduction in or elimination of
            their  participation in the future affairs of Orion.
 
 Reduction
            of Percentage Share Ownership Following Business Combination. The
            Registrant's primary plan of operation is based upon the consummation
            of a
            business combination with a business entity which, in all likelihood,
            will
            result in Orion issuing securities to shareholders of such business
            entity.  The issuance of previously authorized and unissued common
            stock of Orion would result in reduction in percentage of shares owned
            by the
            present shareholders of Orion and would most likely result in a change
            in
            control or management of Orion.
 
 Aspects
            of Blank Check Offering.  The Registrant may enter into a business
            combination with a business entity that desires to establish a public
            trading
            market for its shares. A target company may attempt to avoid what it
            deems to be
            adverse consequences of undertaking its own public offering by seeking
            a
            business combination with Orion. Such consequences may include, but are
            not
            limited to, time delays of the registration process, significant expenses
            to be
            incurred in such an offering, loss of voting control to public shareholders
            or
            the inability to obtain an underwriter or to obtain an underwriter on
            terms
            satisfactory to Orion or the target.
  
 
 Taxation.  Federal
            and state tax consequences will, in all likelihood, be major considerations
            in
            any business combination Orion may undertake.  Currently, such
            transactions may be structured so as to result in tax-free treatment
            to both
            companies, pursuant to various federal and state tax provisions.  The
            Registrant intends to structure any business combination so as to minimize
            the
            federal and state tax consequences to both Orion and the target company;
            however, there can be no assurance that such business combination will
            meet the
            statutory requirements of a tax-free reorganization or that the parties
            will
            obtain the intended tax-free treatment upon a transfer of stock or assets.
            A
            non-qualifying reorganization could result in the imposition of both
            federal and
            state taxes which may have an adverse effect on both parties to the transaction
            or their respective shareholders.
 
 Requirement
            of Audited Financial Statements May Disqualify Business
            Opportunities.  Management of Orion will request that any
            potential business opportunity provide audited financial statements.
            In such
            case, Orion may choose to obtain certain assurances as to the target
            company's
            assets, liabilities, revenues and expenses prior to consummating a business
            combination, with further assurances that an audited financial statement
            would
            be provided after closing of such a transaction.  Closing documents
            for such a transaction may include representations that the audited financial
            statements will not materially differ from the representations included
            in such
            closing documents.  One or more potential combination candidates may
            opt to forego pursuing a business combination with Orion rather than
            incur the
            burdens associated with preparing audited financial statements.
 
 
 **ITEM
            2. DESCRIPTION OF PROPERTY**
 
 Rental
            Premises.  The Registrant has been dormant since
            1997.   During the fiscal year ended April 30, 2005, and through
            the date of this Report, Orion had no properties nor did it enter into
            any
            agreement or arrangements to acquire any properties.  Orion now has
            its offices at a location where it is able to use the limited space it
            needs,
            around 100 square feet, on a temporary basis rent free from month to
            month.  The Registrant's temporary space is adequate for Orion's
            present needs, and its management expects that Orion will continue this
            arrangement until the completion of an acquisition or merger.
 
 
 **ITEM
            3. LEGAL PROCEEDINGS**
 
 On December 5,
            2003, and as previously reported in Orion's Form 10-QSB Quarterly Report
            of the
            nine months ended January 31, 2004, Orion was served with a summons and
            complaint by Joseph Petito, Orion's former President and principal stockholder,
            in a suit entitled Petito v. James T. Patten, et. al. in the United States
            District Court, Eastern District of New York (the “Action).  The plaintiff
            has alleged that Orion and certain of its officers, directors and shareholders
            have failed to pay the Plaintiff for his majority share ownership in Orion,
            failed to issue Plaintiff a replacement share certificate and sought
            treble
            damages in the amount of $4,609,000. The time for Orion to file a response
            has not yet expired.  Aside from approximately $22,556 in which is owed to
            Mr. Petito under the November 30, 2001 Option Agreement reported in Orion's
            Form
            10-KSB Annual Report for the fiscal year ended April 30, 2005, Orion
            viewed the
            plaintiff’s claims as baseless. In August 2004, and in consideration of the sum
            of $20,000 paid to him by Orion, Orion received a general release from
            Mr.
            Petito and a stipulation discontinuing the Action with prejudice.
 
 
 **ITEM
            4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 Neither
            during the fourth quarter of the fiscal year ended April 30, 2006, nor
            at any
            time since August 15, 1994, did Orion conduct an Annual Meeting of its
            stockholders pursuant to definitive proxy materials under Regulation
            14 A under
            the 34 Act, or otherwise.
  
  PART
            II
 
 
 **ITEM
            5. MARKET FOR COMMON STOCK EQUITY AND RELATED STOCKHOLDER
            MATTERS.**
 
 (a)
            Market Information.
 
 Since
            approximately November 1996, Orion's common stock, its only class of
            equity
            securities, has been traded in the over-the-counter market in the pink
            sheets
            under the symbol ORDT.OB.  The following table sets forth the range of
            high and low bid price information for the common stock as reported by
            the
            National Quotation Bureau, Inc. for each fiscal quarter for the past
            two fiscal
            years.  High and low bid quotations represent prices between dealers
            without adjustments for retail mark-ups, mark-downs or commissions and
            may not
            necessarily represent actual transactions.
  HIGH
                    LOW**Fiscal
                        2007**:FIRST
                        QUARTERMay
                        1st thru July 31, 2006
                    $.73
                    $
                        .42SECOND
                        QUARTERAugust
                        1st thru October 31, 2006
                    .45
                    .31THIRD
                        QUARTERNovember
                        1st thru January 31, 2007
                    1.01
                    .45FOURTH
                        QUARTERFebruary
                        1st thru April 30, 2007
                    1.00
                    .31**Fiscal
                        2006**:FIRST
                        QUARTERMay
                        1st thru July 31, 2005
                    2.00
                    1.30SECOND
                        QUARTERAugust
                        1st thru October 31, 2005
                    1.55
                    1.10THIRD
                        QUARTERNovember
                        1st thru January 31, 2006
                    1.35
                    0.70FOURTH
                        QUARTERFebruary
                        1st thru April 30, 2006
                    0.90
                    .30
  b)
              Holders.  As of April 30, 2007, the approximate number of holders of
              record of shares of Orion's Common Stock,$.01 par value per share,
              Orion's only
              class of trading securities, was believed by management to be as
              follows:
 
 Title
                        of Class
                    Number
                        of Record HoldersCommon
                        Stock, $.01 par
                    270
 
 Management
              believes there are many shareholders whose securities are held in street
              name
              with various brokerage houses.  The exact number of shareholders is
              unknown to Orion.
  
  (c)
              Dividends.
 
 The
              Registrant has paid no dividends during the fiscal years ended April
              30, 2006,
              and April 30, 2007. Other than the requirements of the New Jersey Business
              Corporation Act that dividends be paid out of capital surplus only
              and that the
              declaration and payment of a dividend not render Orion insolvent, there
              are no
              restrictions on Orion's present or future ability to pay dividends.
 
 The
              payment by Orion of dividends, if any, in the future rests within the
              discretion
              of its Board of Directors and will depend, among other things, upon
              Orion's
              earnings, its capital requirements, and its financial conditions, as
              well as
              other relevant factors.
 
 
 **ITEM
              6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
              OPERATION**
 
 The
              Private Securities Litigation Reform Act of 1995 contains "safe harbor"
              provisions regarding forward-looking statements.  Except for
              historical information contained herein, the matters discussed in the
              Liquidity
              and Capital Resources section below contain potential risks and uncertainties
              including, without limitation, risks related to Orion's ability to
              successfully
              identify potential merger partners, retain key employees and settle
              any
              outstanding debts.  The Registrant will need to attract partners in
              order to execute its revised business strategy, and there can be no
              assurance
              that Orion will be successful in attracting such partners.
 
 *Results
              of Operations*
 
 During
              the two fiscal years ended April 30, 2007, and 2006, Orion had discontinued
              all
              operations and did not earn any revenues.
 
 Commencing
              on November 30, 2001, Orion's general and administrative expenses were
              entirely
              attributable to keeping Orion current in its reporting obligation under
              the 34
              Act, its tax and good standing obligations to the State of New Jersey,
              the
              payment of transfer agent fees and incidental overhead expenses.
 
 The
              Registrant did not conduct any research and development or selling
              and marketing
              activities in the two fiscal years ended April 30, 2007, and
              2006.  The Registrant is not currently conducting any research and
              development or selling and marketing activities.
 
 During
              the two fiscal years ended April 30, 2007, and 2006, Orion recognized
              a net loss
              of $(53,046) and $(11,878), respectively.    The net losses
              were principally the result of accrued interest expense related to
              a loan made
              by a shareholder and professional fees.  The amount of professional
              fees in 2007 and 2006 were $21,319 and $16,497, respectively.  During
              the fiscal year ended April 30, 2007, Orion experienced an increase
              of
              $4,822 or 29.2% increase in professional fees.  The increase in
              professional fees represents the additional cost incurred in SEC
              filings.  Interest expense increased from $-0- in 2006 to 30,012 in
              2007.  The general and administrative expenses were $17,721 and
              $12,828 in 2007 an 2006, respectively.    The
              Registrant  does  not  anticipate  sales  of  any  products  or  service  in
              the foreseeable future other than those of a potential merger
              partner.
 
 On
              November 30, 2001, and as disclosed herein under Item 1, Mr. Petito
              entered into
              an option agreement with the James T. Patten as Option
              Holder.   Under the option agreement, the Option Holder was given
              the right to purchase all of the Option Shares owned by Mr.
              Petito.  On the same day, Mr. Petito and Mr. Irwin Lampert resigned as
              executive officers and directors of Orion in favor of Mr. Irwin Pearl
              and Mr.
              Thomas F. Regan as President, Secretary and Chief Financial Officer
              and Vice
              President, respectively.  Pursuant to the terms and conditions of the
              agreement, Orion commenced a best efforts private offering of 3,000,000
              shares
              of its common stock at $.05 per share.  During the fiscal year ended
              April 30, 2005, and as hereinafter indicated in Item 12, Orion sold
              an aggregate
              of 2,000,000 shares to Parthian Securities SA (1,000,000 shares), Grove
              Partners
              (500,000 shares) and Gable International Investments, Ltd. (500,000
              shares). The
              proceeds from these sales were utilized to pay Orion’s accrued general and
              administrative expenses.  The right to acquire the Option Shares was
              assigned to seven non-affiliated individuals and an entity who subsequently
              exercised the same on or about March 31, 2003.  As a result of the
              foregoing, Orion underwent a change of control.  The future of Orion
              is entirely dependent on management's ability to secure a business
              combination
              partner or establish profitable operations.
  
  *Financial
              Condition*
 
 In
              1997,
              Orion changed its direction from investment in real estate to finding
              a merger
              partner.
 
 As
              of
              April 30, 2007 and April 30, 2006, Orion had cash of $2,640 and $2,370
              respectively.
 
 The
              company had a principal balance of $184,530 and $205,080 on a loan
              to Ovale on
              April 30, 2007 and April 30, 2006 respectively.  The balance of the
              loan decreased $20,550, or 10% during fiscal year ended April 30,
              2007.  The loan yields interest at 8% per annum. The interest
              receivable on the loan increased by $16,006 or 34.5% from $46,353 in
              2006 to
              $63,359 in 2007.
 
 In
              March,
              2007 Orion received $13,000 from Ovale and in April, 2007, it received
              an
              additional $7,000 in cash to defray Orion’s expenses.  These sums were
              accounted for as a reduction of Ovale’s debt to Orion.  In 2003, Orion
              had advance $253,080 to Ovale as a loan.  The loan bears an interest
              of 8%.   During the fiscal year ended April 30, 2007, Ovale
              repaid $20,550.  The outstanding balance on the loan as of April 30,
              2007 is $184,530.  Interest on the loan for the Fiscal year ended
              April 30, 2007 was $16,006
 
 The
              Registrant's current liabilities as of April 30, 2007 and 2006 were
              $ 99,627 and
              $50,855, respectively.  The current liabilities  increased
              by $ 48,772 or  96% during the fiscal year ended April 30,
              2007.  This increase was the result of the execution of a note payable
              to one of Orion’s non controlling shareholders and the accrued interest on this
              note payable.
 
 The
              Company’s net working capital decreased by $53,046 from $746,719 on April 30,
              2006 to $693,673 on April 30, 2007.  The reason for this decrease was
              primarily because of a loan from a shareholder and related accrued
              interest
              expenses. In September of 2006, the Company had issued a note payable and
              received a loan of $30,000 from one its shareholders.  The note bears
              8% interest per annum and requires the Company to issue 40,000 shares
              of common
              stock to the noteholder.  The 40,000 shares to be issued were valued
              at $14,000, or $0.35 per share, the market price at the date of agreement,
              and
              recorded as a liability to issue shares to a note
              holder.    The note was required to be paid within 150 days
              after execution.  Until the note is repaid, the Company must issue
              10,000 common shares to the noteholder on the first of every month
              subsequent to
              the repayment date of the loan.  As of April 30, 2007, the Company was
              obligated to issue to the noteholder an additional 20,000 shares of
              common stock
              as penalty for failure to repay the loan. The 20,000 shares to be issued
              for the
              failure to repay the loan were valued at $14,500 and were charged to
              interest
              expense and recorded as a liability to issue shares to a note
              holder.  The shares to be issued at March 1, 2007 and April 1, 2007
              were valued at $0.70 and $0.75 per share, the market prices at those
              dates,
              respectively.   Also, the company amortized the discount of
              $14,000 on the matured note payable.
 
 The
              Registrant is authorized to issue up to 10,000,000 shares of its Common
              Stock.  As of April 30, 2007, there were 9,982,073 shares of Orion's
              Common Stock issued and outstanding and there were no changes as of
              April 30,
              2007.
 
 During
              the two fiscal years ended April 30, 2007, the economic viability of
              Orion was
              and continues to be entirely dependent upon Orion’s ability to raise capital
              through private offerings, loans and the consummation of a business
              combination.
 
 *Employees*
 
 Other
              than the non-compensated officers of Orion there are no employees.
 
 *Capital
              Expenditures*
 
 The
              Registrant did not have any material commitments for capital expenditures
              at
              April 30, 2007 or 2006.
 
 *Effects
              of Inflation*
 
 The
              Registrant believes that the relatively moderate rate of inflation
              over the past
              few years has not had a significant impact on Orion's financial position
              or
              operating results.
  
  **ITEM
              7. FINANCIAL STATEMENTS**
 
 Financial
              statements meeting the requirements of Item 310 of Regulation S-B,
              for the
              fiscal year ending April 30, 2006 were audited by Bloom & Co. LLP and for
              the fiscal year ending April 30, 2007 were audited by
              Tabriztchi  & Co., CPA, P.C. (formerly Bloom & Co.
              LLP)..
 
 **ITEM
              8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL
              DISCLOSURE.**
 
 None
 
 **ITEM
              8A. DISCLOSURE CONTROLS AND PROCEDURES**
 
 (a)
              Evaluation of disclosure controls and procedures
 
 An
              evaluation of the effectiveness of the design and operation of the
              Company’s
              disclosure controls and procedures (as defined in Exchange Act Rules
              13a-15(e)
              and 15d-15(e) as of April 30, 2007 was carried out under the supervision
              and
              with the participation of the Company’s management, including the President and
              Chief Executive Officer and the Chief Financial Officer (“the Certifying
              Officers”). Based on that evaluation, the Certifying Officers concluded that
              the
              Company’s disclosure controls and procedures are effective.
 
 Disclosure
              controls and procedures are designed to ensure that information required
              to be
              disclosed in our reports filed or submitted under the Securities Exchange
              Act is
              recorded, processed, summarized and reported within the time periods
              specified
              in the SEC’s rules and forms.  Disclosure controls and procedures
              include, without limitation, controls and procedures designed to ensure
              that
              information required to be disclosed in our reports filed or submitted
              under the
              Securities Exchange Act is accumulated and communicated to management,
              including
              our President and Chief Financial Officer, as appropriate, to allow
              timely
              decisions and timely reporting regarding required disclosure.
 
 (b)
              Changes in internal controls
 
 There
              was
              no change to the Company’s internal control over financial reporting during the
              year ended April 30, 2007 that materially affected, or is reasonably
              likely to
              materially affect, the Company’s internal control over financial
              reporting.
 
 **Item
              8B. Other Information**
 
 There
              was
              no information to be disclosed on Form 8K that was not
              reported.
  
  **PART
              III**
 
 ITEM
              9.
              DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
              WITH
              SECTION 16(a) OF THE 34 Act
 
 (a)
              Identify Directors and Executive Officers.
 
 The
              following table sets forth: (1) names and ages of all persons who presently
              are
              and who have been selected as directors of Orion; (2) all positions
              and offices
              with Orion held by each such person; (3) the term or office of each
              person named
              as a director; and 4) any period during which he or she has served:
 
 Duration
                        andDate
                        of
                    Position
                        &
                    Age
                        andExpiration
                        of
                    Office
                        with
                    DirectorName
                    Present
                        Term
                    Registrant
                    SinceIrwin
                        Pearl
                    One
                        yearNext
                        Annual
                    President,
                        Chief Financial Officer and
                    64,
                        11/30/01Meeting
                    DirectorThomas
                        F. Regan
                    One
                        yearNext
                        Annual
                    President
                        and
                    64,
                        11/30/01Meeting
                    Director
 __________________________
 
 There
              is
              no understanding or arrangement between any directors or any other
              person or
              persons pursuant to which such individual, was or is to be, selected
              as a
              director or nominee of Orion.
 
 (4)
              Business Experience
 
 The
              following is a brief account of the experience of each director and
              executive
              officers of Orion:
 
 IRWIN
              PEARL. Mr. Pearl was elected as Orion's President, Secretary and Chief
              Financial
              Officer on November 30, 2001. Simultaneously therewith and since November
              6,
              2001, Mr. Pearl has been the President of E-Global Communications,
              Inc., a
              Nevada corporation engaged in the marketing and sale of direct response
              TV
              products and services in Latin America.  Simultaneously therewith and
              from January 1998, Mr. Pearl served as the Chief Operating Officer
              and a
              director of E-GlobalNet, Inc. (and
              its  predecessors),  a  Delaware  corporation  and
              international  distributor of "As Seen On TV" products in Hicksville,
              New York.  Prior thereto since 1992, Mr. Pearl was President/Co-Chief
              Executive Officer and a director of PhaseOut of America, Inc.  (OTCBB
              Symbol POUT) where he administered the re-development and clinical
              testing of
              that company's patented smoke cessation product. Prior thereto since
              1984, Mr.
              Pearl was President and Chief Executive Officer of AquaSciences International,
              Inc. (NASDAQ AQSI); a company engaged in the development of proprietary
              water
              purification technologies for consumer applications.  From 1970 to
              1984, Mr. Pearl was the principal of Promotional Media, Inc., a company
              engaged
              in the publishing of traffic building continuity promotions for the
              leading
              supermarkets in the nation.  In 1966, Mr. Pearl co-founded Jerome
              Irwin Advertising Agency; a retail-advertising agency that grew to
              become one of
              Long Island's largest, with annual billings reaching $50 million per
              year. Mr.
              Pearl is a charter member of the New Product Development Corporation,
              a
              consortium of business management executives, that helps inventors
              and product
              developers commercialize their products.
 
 THOMAS
              F.
              REGAN. Mr. Regan was elected as a director and Orion's Vice President
              on
              November 30, 2001.  Simultaneously therewith and since October 30,
              2001, Mr. Regan has been employed by Greenpoint Financial, a division
              of the
              Greenpoint Savings Bank, as a Wholesale Account Executive in its Mount
              Laurel,
              New Jersey office.  Prior thereto since 1991, Mr. Regan served as the
              President and a principal stockholder of Pinnacle Mortgage Corp., a
              privately
              owned licensed mortgage banking firm in East Hanover, New Jersey. Prior
              thereto
              since 1978, Mr. Regan was employed by the mortgage banking divisions
              of various
              commercial and savings banks in the Northeast United States.
  
  (5)
              Directorship
 
 Each
              Director of Orion has indicated to Orion that he or she is not presently
              a
              director in any other Registrant with a class of securities registered
              pursuant
              to Section 12 of the 34 Act or subject to the requirements of Section
              15(d) of
              such act or any investment company registered under the Investment
              Company Act
              of 1940.
 
 (b)
              Identification of Certain Significant Employees
 
 The
              Registrant does not presently employ any person as a significant employee
              who is
              not
              an  executive  officer  but  who  makes  or
              is  expected  to  make a significant contribution
              to the business of Orion.
 
 (C)
              Family Relationships
 
 No
              family
              relationship exists between any director or executive officers of
              Orion.
 
 (d)
              Involvement in Certain Legal Proceedings
 
 No
              event
              listed in  Sub-paragraphs  (1) through (4) of
              Subparagraph  (d) of Item 401
              of  Regulation  S-B,  has  occurred  with  respect
              to any present  executive officer or director of
              the  Registrant  or any nominee
              for  director  during the past five years which is material
              to an  evaluation  of the ability or integrity of such
              director or officer.
 
 
 **ITEM
              10. EXECUTIVE COMPENSATION.**
 
 (a)
              General
 
 (1)
              through (7) All Compensation Covered. During the three fiscal years
              ended April
              30, 2007, no compensation was paid to, accrued or set aside for any
              executive
              officer or director of Orion.
 
 (b)
              Summary Compensation Table
 
 SUMMARY
                        COMPENSATION TABLEAnnual
                        Compensation
                    Long-Term
                        CompensationRestricted
                    SecuritiesStock
                    Underlying
                        LTIName
                    Year
                    Salary
                    Bonus
                    Other
                    Award(s)
                    Options
                    PayIrwin
                        Pearl
                    2005
                    -0-
                    None
                    None
                    None
                    None
                    NoneThomas
                        Regan
                    2005
                    -0-
                    None
                    None
                    None
                    None
                    NoneIrwin
                        Pearl
                    2006
                    -0-
                    None
                    None
                    None
                    None
                    NoneThomas
                        Regan
                    2006
                    -0-
                    None
                    None
                    None
                    None
                    NoneIrwin
                        Pearl
                    2007
                    -0-
                    None
                    None
                    None
                    None
                    NoneThomas
                        Regan
                    2007
                    -0-
                    None
                    None
                    None
                    None
                    None
 _________________
 
 (c)  Option/SAR
              Grant Table.  During the fiscal year ended April 30, 2007, Orion
              made no grants of stock options or freestanding SAR's.
 
 (d)
              Aggregate Option/SAR Exercises and Fiscal Year-End Option/SAR Value
              Table.  No stock options or freestanding SAR's are issued or
              outstanding.  Accordingly, and during the fiscal year ended April 30,
              2007, no stock options or freestanding SAR's were exercised.
 
  
  On
              June
              2, 2003, and in a consent resolution , a majority of Orion's stockholders
              ratified and approved the 2003 Long Term Incentive Plan wherein an
              aggregate of
              2,000,000 authorized but unissued shares of Orion's common stock are
              reserved
              for the issuance of option and other awards under such
              Plan.   The Plan has been abandoned.
 
 (e)
              Long-Term Incentive Plan ("LTIP") Awards Table. During the fiscal year
              ended April 30, 2007, Orion made no LTIP awards.
 
 (f)  Compensation
              of Directors.  (1) and (2). During the fiscal year ended April 30,
              2007, no director of Orion received any compensation, whether pursuant
              to any
              standard or other arrangement or otherwise.
 
 (g)
              Employment Contracts and Termination of Employment, and Change-in
              Control
              Arrangements.  (1) and (2).  No executive officer,
              director or employee of Orion is serving pursuant to the terms of a
              written
              employment or other compensation agreement, understanding or arrangement
              with
              Orion; and no such agreement was entered into during the fiscal year
              ended April
              30, 2007.
 
 (h)
              Report on Repricing of Options/SAR's. No stock options or freestanding
              SAR's are issued or outstanding.  Accordingly, and during the fiscal
              year ended April 30, 2007, no stock options or freestanding SAR's were
              repriced.
 
 **ITEM
              11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT**
 
 (a)
              Security Ownership of Certain Beneficial Owner. The information is
              furnished as of April 30, 2007, as to the number of shares of Orion's
              Common
              Stock, $.01 par value per share, owned beneficially, or known by Orion
              to own
              beneficially, more than 5% of any class of such security:
 
 Name
                        and Address of Beneficial
                    Amount
                        and Nature of BeneficialOwner
                    Ownership
                    Percentage
                        of ClassVladimir
                        Fabert1,
                        Chemin de la SavonniereCollonge-BelleriveSwitzerland
                    3,116,441(1)(2)
                    19%Parthian
                        Securities SA36
                        Blvd. HelvetiqueCH-1207
                        GenevaSwitzerland
                    1,200,000
                    12%Grove
                        Partners266
                        Cedar StreetCedar
                        Grove, NJ 07009
                    500,000
                        (3)
                    5%Gable
                        InternationalInvestments,
                        Ltd.PO
                        Box 3152 Road TownToftola,
                        British Virgin Islands
                    500,000
                    5%
 
 (1)
              Represented by a certificate originally issued on November 24, 2004,
              and
              presently being held in by Ovale in escrow pending the final closing
              of the
              reverse acquisition business combination described herein in Item 1.includes
              1,166,900 shares received in exchange for a note of Ovale, SA.
 
 (2)Does
              not include an aggregate of 720,000 shares of Orion's Common Stock
              owned of
              record by Alexandre Fabert, the wife of Vladimir Fabert who is not
              otherwise
              affiliated with Ovale as an executive officer or director.  Mr. Fabert
              disclaims beneficial ownership of the shares of Orion's Common Stock
              individually owned by his wife.
 
 (3)  Does
              not include an aggregate of 70,000 shares of Orion's Common Stock owned
              of
              record by Pasquale Catizone, a general partner of Grove Partners. Grove
              Partners
              disclaims beneficial ownership of the shares of Orion's Common Stock
              individually owned by Mr. Catizone.
 (b)  Security
              Ownership of Management.  The  information is furnished
              as of April 30, 2007, as to the number of shares of Orion's Common
              Stock, $.01
              par value per share owned  beneficially  by
              each  executive  officer  and director of
              the  Registrant  and by all  executive officers
              and  directors as a group:
  
  Name
                        and Address
                    Amount
                        and Natureof
                        Beneficial
                    of
                        BeneficialOwner
                    Ownership
                    Percentage
                        of ClassIrwin
                        Pearl25
                        Nantwick StreetLido
                        Beach, NY 11561
                    -0-
                    -%Thomas
                        F. Regan15
                        Lincoln StreetRoseland,
                        NJ 07068
                    38,500
                    -
                        %All
                        Officers And Directorsas
                        a Group of two persons
                    38,500(1)
                    -%
 __________________
 
 (1)  Does
              not include 2,500 shares of Orion's Common Stock owned of record by
              each of Mr.
              Regan's three children, all of whom reside in the same household as
              Mr. Regan
              and only one of whom is a minor. Mr. Regan disclaims beneficial ownership
              of the
              shares of Orion's Common Stock owned of record by his children.
 
 (c)
              Changes in Control.  None
 
 **ITEM
              12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
 
 (a)
              (b)              Transactions
              with Related Persons, and Parents
 
 On
              September 27, 2004, On October 12, 2004, Irwin Pearl, an executive
              officer and
              director of Orion, sold 10,000 shares of Orion's Common Stock under
              Rule 144
              under the Securities Act.
 
 On
              November, 2004, and in connection with the reverse acquisition business
              combination described herein in Item 1., Orion caused the original
              issuance of
              an aggregate of 5,900,000 restricted (i.e., unregistered) shares of
              its Common
              Stock registered in the name of 46 individual and/or entity stockholders
              of
              Ovale.  The certificates of Mr. Fabert are being held by Ovale in
              escrow pending the final closing of the reverse acquisition business
              combination
              described herein in Item 1. Of the 46 stockholders, only Vladimir Fabert,
              an
              executive officer and director of Ovale (1, 949,541 shares or approximately
              20%)
              and Alexandre Fabert, his wife, who is not otherwise affiliated with
              Ovale as an
              executive officer or director (720,000 shares or approximately 7%),
              are the
              record owners of more than 5% of Orion's issued and outstanding shares
              of Common
              Stock.
 
 Except
              for the foregoing, Orion has not been advised, nor does it have any
              reason to
              believe that during the fiscal year ended April 30, 2007, any officer,
              director
              or relative or spouse of the foregoing persons or any relative of such
              person
              who has the same home as such person, or is or was a director or other
              officer
              of any parent of Orion or any shareholder known by Orion to own of
              record or
              beneficially more than five (5%) percent of Orion's Common Stock, had
              a direct
              or indirect material interest in any transaction or presently proposed
              transaction to which Orion or any of its parents was or is a party.
 
 (c)
              Parents.  As at April 30, 2007, Parthian Securities SA, a Swiss
              corporation that is the record and beneficial owner of an aggregate
              of 1,000,000
              shares of Orion's Common Stock and Vladimir Fabert, an executive officer
              and
              director of Ovale, may be deemed to be a parents of Orion.
 
 (d)
              Transactions with Promoters. Inapplicable.
  
  **ITEM
              13.  EXHIBITS AND REPORTS ON FORM 8-K**
 
 (a)
              Exhibits:
 
 2.(i)    Exchange
              Agreement dated September 15, 2004 between the
 Company
              and Ovale, S.A. incorporated by reference to Exhibit A
 to
              the Preliminary Information Statement of the Company filed
 on
              November 22, 2005
 
 2.(ii)   Amendment,
              dated November 8, 2004, to Exchange Agreement dated
 September
              15, 2004 between the Company and Ovale, S.A.
 incorporated
              by reference to Exhibit B to the Preliminary
 Information
              Statement of the Company filed on November 22,
 2005
 
 2.(iii)  Second
              Amendment, dated January 3, 2006, to the Exchange
 Agreement
              dated September 15, 2004.
 
 3.(i)1   Certificate
              of Incorporation incorporated by reference to
 Exhibit
              (1)(i) to Registration Statement filed on Form S-1
 
 3.(i)2   Amendment
              to Articles of Incorporation incorporated by
 reference
              to Item (1)(ii) filed with Form 10K for the year
 ended
              April 30, 1983
 
 3.(ii)   By-laws
              - incorporated by reference to Exhibit (b)(ii) filed
 with
              Form S-1 Registration Statement
 
 31.1                            Certifications
              pursuant to Section 302 of the Sarbanes-Oxley Act of 2003
 
 32.2                            Certifications
              pursuant to Section 906 of the Sarbanes-Oxley act of 2003
 
 (b)
              Reports on Form 8K:  During the last quarter of the fiscal year
              ended April 30, 2007, Orion did not file any Form 8-K Current
              Reports.
 
 
 **ITEM
              14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
 
 The
              following table sets forth the aggregate fees billed to us for fiscal
              years
              ended April 30, 2007 by Tabriztchi & Co. and 2006 by Bloom & Co., LLP,
              Orion's auditors:
 
 2007
                    2006Audit
                        Fees (1)
                    $19,575
                    $    15,597Non-Audit
                        Fees(2):
                    813
                    --Total
                        Fees paid to Auditor
                    $20,388
                    $    15,597
 
 (1)  Audit
              fees consist of fees billed for professional services rendered for
              the audit of
              Orion's annual financial statements and review of the interim financial
              statements included in quarterly reports and services that were, or
              are,
              normally provided by Bloom & Co. LLP and Tabriztchi & Co., CPA, P.C. in
              connection with statutory and regulatory filings or engagements.
 
 (2)  Non-Audit
              Fees are comprised of fees related to tax services.  Tax fees consist
              of fees billed for professional services rendered for tax compliance,
              tax advice
              and tax planning (domestic and international).  These services include
              assistance regarding federal, state and international tax compliance,
              acquisitions and international tax planning.
  
  All
              other
              fees consist of fees for products and services other than the services
              reported
              above. In the past the Board of Directors had considered the role of
              Bloom &
Co. LLP and Tabriztchi & Co., CPA, P.C. in providing certain tax services to
              Orion and had concluded that such services were compatible with Bloom
& Co.
              LLP’s and Tabriztchi & Co., CPA, P.C.’s independence as our
              auditors.  In addition, since the effective date of the SEC rules
              stating that an auditor is not independent of an audit client if the
              services it
              provides to the client are not appropriately approved (which was previously
              done
              by the Board of Directors). Now the Audit Committee will pre-approve
              all audit
              and permissible non-audit services provided by the independent
              auditors.  It has pre-approved the services provided by Tabriztchi
& Co.
 
 The
              Audit
              Committee has adopted a policy for the pre-approval of services provided
              by the
              independent auditors, pursuant to which it may pre-approve any service
              consistent with applicable law, rules and regulations.  Under the
              policy, the Audit Committee may also delegate authority to pre-approve
              certain
              specified audit or permissible non-audit services to one or more of
              its members,
              including the Chairman.  A member to whom pre-approval authority has
              been delegated must report its pre-approval decisions, if any, to the
              Audit
              Committee at its next meeting, and any such pre-approvals must specify
              clearly
              in writing the services and fees approved.  Unless the Audit Committee
              determines otherwise, the term for any service pre-approved by a member
              to whom
              pre-approval authority has been delegated is twelve months.
  
  SIGNATURES
 
 Pursuant
              to the requirements of Section 13 or 15 (d) of the Securities Exchange
              Act of
              1934, the Registrant has duly caused this Report to be signed on its
              behalf by
              the undersigned thereunto duly authorized, in the City of Long Beach,
              State of
              New York, on August 1, 2007.
 
 ORION
              DIVERSIFIED TECHNOLOGIES, INC.
 
 BY:/s/Irwin
                        PearlIrwin
                        Pearl, President
 
 Pursuant
              to the requirements of the Securities Exchange Act of 1934, the following
              persons on behalf of the Registrant and in their capacities and on
              the dates
              indicated have signed this report below.
 
 /s/Irwin
                        PearlIrwin
                        Pearl, DirectorDated:
                        October 1, 2007Hempstead,
                        New York/s/Thomas
                        ReganThomas
                        Regan, DirectorDated:
                        October 1, 2007Hempstead,
                        New York





ContentsIndependent
                Auditors' ReportBalance
                Sheet at April 30, 2007 and 2006
            F-1Statement
                of Operations for the fiscal years ended April 30, 2007 and
                2006
            F-2Statement
                of Shareholders' Equity for the fiscal years ended April 30, 2007
                and
                2006
            F-3Statement
                of Cash Flows for the fiscal years ended April 30, 2007 and
                2006
            F-4Notes
                to Consolidated Financial Statements
            F-5















REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











Board
        of
        Directors
 Orion
        Diversified Technologies, Inc.
 Hempstead,
        New York
 
 
 We
        have
        audited the accompanying balance sheets of Orion Diversified Technologies,
        Inc.
        as of April 30, 2007, and 2006 and the related statements of operations,
        changes
        in stockholders' equity, and cash flows for the years then
        ended.  These financial statements are the responsibility of the
        Company's management.  Our responsibility is to express an opinion on
        these financial statements based on our audits.
 
 We
        conducted our audits in accordance with standards of the Public Company
        Accounting Oversight Board (United States).  Those standards require
        that we plan and perform the audit to obtain reasonable assurance about whether
        the financial statements are free of material misstatement.  An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements.  An audit also includes
        assessing the accounting principles used and significant estimates made,
        by
        management as well as evaluating the overall financial statement
        presentation.  We believe that our audit provides a reasonable basis
        for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Orion Diversified Technologies,
        Inc. as of April 30, 2007, and 2006 and the results of its operation, changes
        in
        stockholders' equity and its cash flows for the years then ended, in conformity
        with accounting principles generally accepted in the United States of
        America.
 
 The
        accompanying financial statements have been prepared assuming that the company
        will continue as a going concern. As discussed in Note 5 to the financial
        statements, the Company has incurred losses from operations for several years
        and has a net capital deficiency that raises substantial doubt about its
        ability
        to continue as a going concern. Management's plans with regard to these matters
        are also described in Note 5. The financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.
 
 
 /s/
        Tabriztchi & Co., CPA, P.C.
 Tabriztchi
        & Co., CPA, P.C.
 (formerly
        Bloom & Co., LLP)
  August
        6,
        2007,  except for the note 1as to which the date is September 25,
        2007









ORION
      DIVERSIFIED TECHNOLOGIES, INC.


BALANCE
      SHEETS


FOR
      THE YEARS ENDED APRIL 30, 2007 and 2006





**Assets**2007
            
            
            2006Current
                Assets:Cash
                and cash equivalents
            
            $
            2,640
            
            
            $
            2,370Note
                receivable advances and accrued interest
            
            
            790,660
            
            
            
            795,204Total
                Current Assets
            
            
            793,300
            
            
            
            797,574Equity
                interest – Ovale
            
            
            949,486
            
            
            
            949,486Total
                Assets
            
            $
            1,742,786
            
            
            $
            1,747,060**Liabilities
                & Stockholders Equity**Current
                Liabilities:Accounts
                payable and accrued expenses
            
            $
            39,615
            
            
            $
            50,855Notes
                payable
            
            
            30,000
            
            
            
            --Liability
                to issue shares to note-holder
            
            
            28,500
            
            
            
            --Interest
                Payable
            
            
            1,512
            
            
            
            --Total
                Liabilities
            
            
            99,627
            
            
            
            50,855Stockholders
                Equity:Common
                stock, par value $.01 per share, authorized10,000,000
                shares, issued and outstanding 9,982,073 sharesand
                9,982,073 shares at April 30, 2007 and April 30, 2006,respectively.
            
            
            99,816
            
            
            
            99,816Paid
                in capital
            
            
            1,812,890
            
            
            
            1,812,890Retained
                Earnings (deficit)
            
            
            (269,547
            )
            
            
            (216,501
            )Total
                Stockholders Equity
            
            
            1,643,159
            
            
            
            1,696,205Total
                liabilities & Stockholders Equity
            
            $
            1,742,786
            
            
            $
            1,747,060






See
      accompanying notes to financial statements





**ORION
                DIVERSIFIED TECHNOLOGIES, INC**
              **STATEMENT
                OF OPERATIONS**
              **FOR
                THE YEAR ENDED APRIL 30, 2007 AND 2006**2007
            
            
            2006Income:Revenues
            
            $
            --
            
            
            $
            --Cost
                of revenue
            
            
            --
            
            
            
            --Gross
                profit
            
            
            --
            
            
            
            --Operating
                expensesProfessional
                Fees
            
            
            21,319
            
            
            
            16,497General
                and administrative
            
            
            17,721
            
            
            
            12,828Total
                operating expenses
            
            
            39,040
            
            
            
            29,325Operating
                loss
            
            
            (39,040
            )
            
            
            (29,325
            )Other
                income (expense):Interest
                income
            
            
            16,006
            
            
            
            17,447Interest
                Expense
            
            
            (30,012
            )
            
            
            --Other  income
                (expense), net
            
            
            (14,006
            )
            
            
            17,447Net
                Loss
            
            
            (53,046
            )
            
            $
            (11,878
            )Loss
                per share:Basic
            
            $
            (0.01
            )
            
            $
            (0.00
            )Weighted
                average number of shares outstanding
            
            
            9,982,073
            
            
            
            8,629,018










See
      accompanying notes to financial statements





**ORION
                DIVERSIFIED TECHNOLOGIES, INC.****STATEMENT
                OF CASH FLOWS****FOR
                THE YEAR ENDED APRIL 30, 2007 AND 2006**2007
            
            
            2006Cash
                Flow from Operating Activities:Net
                (Loss)
            
            $
            (53,046
            )
            
            $
            (11,878
            )Amortization
                of note discount
            
            
            14,000
            
            
            
            --Adjustments
                to Reconcile Net Loss to Net Cash provided by(Used
                in) Operating Activities:Shares
                to be issued as interest on loan
            
            
            14,500
            
            
            
            --Changes
                in Assets and Liabilities:Accounts
                payable and accrued expenses
            
            
            (11,240
            )
            
            
            17,241Interest
                receivable
            
            
            (16,006
            )
            
            
            (17,446
            )Interest
                payable
            
            
            1,512
            
            
            
            --Net
                Cash Provided by (Used in) Operations
            
            
            (50,280
            )
            
            
            (12,083
            )Cash
                flow form investing activitiesCollections
                on note receivable
            
            
            20,550
            
            
            
            13,000Net
                Cash Provided by Investing Activities
            
            
            20,550
            
            
            
            13,000Cash
                Flow from Financing Activities:Loans
                payable
            
            
            16,000
            
            
            
            --Cash
                for shares to be issued
            
            
            14,000
            
            
            
            --Net
                Cash Provided by Financing Activities
            
            
            30,000
            
            
            
            --Net
                increase/Decrease in cash
            
            
            270
            
            
            
            917Cash
                and cash equivalents- Beginning
            
            
            2,370
            
            
            
            1,453Cash
                and cash equivalents – Ending
            
            $
            2,640
            
            
            $
            2,370SUPPLEMENTAL
                SCHEDULE OF CASH FLOWSInterest
                paid
            
            $
            --
            
            
            $
            --Taxes
                paid
            
            $
            --
            
            
            $
            --See
                accompanying notes to financial statements









**ORION
                DIVERSIFIED TECHNOLOGIES, INC.****STATEMENTS
                OF STOCKHOLDERS' EQUITY (DEFICIENCY)****FOR
                THE PERIOD MAY 1, 2005 THROUGH APRIL 30, 2007**





Common
                stock,
            Additional
            Retained$.01
                par
            Paid-in
            EarningsShares
            Amount
            Capital
            (deficit)
            TotalBalance
                May 1, 2005
            7,312,532
            $73,121
            $1,839,585
            $(204,623)
            $1,708,083Shares
                released from escrow
            2,669,541
            26,695
            (     26,695)
            --
            --Net
                Loss
            --
            --
            --
            (    11,878)
            (     11,878)Balance
                April 30, 2006
            9,982,073
            $99,816
            $1,812,890
            $(216,501)
            $1,696,205Net
                Loss
            --
            --
            --
            (53,046)
            (     53,046)Balance
                April 30, 2007
            9,982,073
            $99,816
            $1,812,890
            $(269,547)
            $1,643,159





See
                accompanying notes to financial statements1.        
                The company received $30,000 in exchange for a note payable of $30,000
                and
                40,000 shares of common stock to be issued to a note
                holder.  The 40,000 shares were valued at $14,000, or $0.35 per
                share market price at the date of agreement.  As penalty for
                non-payment of the loan, the Company was required to issue 10,000
                shares
                to the note holder on the first of March and 10,000 shares on the
                first of
                April.  These shares were valued at $7,000 and $7,500, or $0.70
                and $0.75 market price per share on the first day of March and April
                2007,
                respectively. The shares to be issued were recorded as
                liability.












**ORION
          DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
          TO THE FINANCIAL STATEMENTS**
  **NOTE
        1. ORGANIZATION AND BUSINESS**
  The
          Company was incorporated in New Jersey on May 6, 1959. Until 1986, the
          Company
          was engaged in the marketing and sale of a line of semiconductors, transistors,
          diodes and rectifiers and, to a lesser extent, other ancillary related
          electronic products. Because of sustained operating losses, the Company
          discontinued this line of operation and filed a plan of reorganization
          (under
          Chapter 11) with the United States Bankruptcy Court for the Eastern District
          of
          New York, on April 30, 1990. The Company's Plan of Reorganization was confirmed
          by the United States Bankruptcy Court for the Eastern District of New York
          on
          April 30, 1990 and consummated on June 2, 1992.
  Until
          September 15, 2004, the Company has essentially been a "shell" corporation
          with
          no assets and limited liabilities. During this period, the Company's management
          limited the Company's activities to seeking to consummate a business combination
          with a profitable privately owned company. Despite several attempts, no
          business
          combination was concluded by the Company during the four fiscal years ended
          April 30, 2004. Subsequent to that year end the Company has entered into
          a
          merger agreement with a Swiss Company (See note 9).
  Accordingly
          and until September 15, 2004 the Company may have been a blank check company.
          As
          defined in Section 7(b)(3) of the Securities Act of 1933, as amended (the
          "Act"), a "blank check" company is a development stage company that has
          no
          specific business plan or purpose or has indicated that its business plan
          is to
          engage in a merger or an acquisition with an unidentified company or companies
          and is issuing "penny stock" securities as defined in Rule 3(a)(51) of
          the
          Securities Exchange Act of 1934, as amended (the "34 Act"). The Securities
          and
          Exchange Commission and many states have enacted statutes, rules and regulations
          limiting the sale of securities of blank check companies.
  **NOTE
          2. - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES**
  *Use
          of Estimates in the Preparation of Financial Statements*
  The
          preparation of financial statements, in conformity with the generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the financial statements
          and
          the reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates.
  *Cash
          and Cash Equivalents*
  The
          Company considers all highly liquid investments with maturity of three
          months or
          less, when purchased, to be cash equivalents. The carrying amount reported
          in
          the balance sheet for cash and cash equivalents approximates its fair
          values.
  *Inventories*
  The
          Company's policy of accounting for inventory is to use the First In First
          Out
          method.
  *Property
          and Equipment*
  Property
          and equipment are recorded at cost. Depreciation is computed using the
          straight-line method over the estimated useful lives of the related assets
          ranging from three to five years. Property held under capital leases is
          amortized over the lesser of the lease term or their estimated useful
          lives.
    
 **ORION
            DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
  *Impairment
            of Long-Lived Assets*
  The
          Company reviews long-lived assets for impairment under Statement of Financial
          Accounting standards No. 144, "Accounting for the Impairment or Disposal
          of
          Long-Lived Assets." Long-lived assets to be held and used are reviewed
          for
          impairment whenever events or changes in circumstances indicate that the
          carrying amount of an asset may not be recoverable. The carrying amount
          of a
          long-lived asset is not recoverable if it exceeds the sum of the undiscounted
          cash flows expected to result from the use and eventual disposition of
          the
          asset. Long-lived assets to be disposed of are reported at the lower of
          carrying
          amount or fair value less cost to sell.
  *Income
          Taxes*
  Income
          taxes are accounted for under the asset and liability method. Deferred
          tax
          assets and liabilities are recognized for future tax consequences attributable
          to differences between the financial statement carrying amounts of existing
          assets and liabilities and their respective tax bases and operating loss
          and tax
          credit carry-forwards. Deferred tax assets and liabilities are measured
          using
          enacted tax rates expected to apply to taxable income in the years in which
          those temporary differences are expected to be recovered or settled. The
          effect
          on deferred tax assets and liabilities of a change in tax rates is recognized
          in
          income in the period that includes the enactment date.
  *Non-monetary
          Transactions*
  The
          accounting for non-monetary assets is based on the fair values of the assets
          involved. Cost of a non-monetary asset acquired in exchange for another
          non-monetary asset is recorded at the fair value of the asset surrendered
          to
          obtain it. The difference in the costs of the assets exchanged is recognized
          as
          a gain or loss. The fair value of the asset received is used to measure
          the cost
          if it is more clearly evident than the fair value of asset
          surrendered.
  *Stock-Based
          Compensation*
   The
          Company had adopted SFAS 123 and has adopted the amendments to SFAS 123
          disclosure provisions required under SFAS 148. The Company will continue
          to
          account for stock-based compensation utilizing the intrinsic value method
          per
          Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock
          Issued
          to Employees. Under this policy, compensation costs are recognized as an
          expense
          over the period of employment attributable to the employee stock
          options.  Stocks issued in accordance with a plan for past or future
          services of an employee are allocated between the expired costs and future
          costs. Future costs are charged to the periods in which the services are
          performed.
  *Earnings
          per Share*
  The
          Company follows the Statement of Financial Accounting Standards No. 128,
          Earnings per Share ("SFAS No. 128"). SFAS No. 128 requires the presentation
          of
          both basic and diluted earnings per share.
  *New
          Accounting Pronouncements*
  In
          July
          2006, the Financial Accounting Standards Board ("FASB") issued Interpretation
          No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB
          Statement No. 109 ("FIN 48"). FIN 48 clarifies the accounting for uncertainty
          in
          tax positions and provides that the tax effects from an uncertain tax position
          can be recognized in financial statements, only if the position is more
          likely
          than not of being sustained on audit, based on the technical merits of
          the
          position. The provisions of FIN 48 are effective as of the beginning of
          fiscal
          2008, with the cumulative effect of the change in accounting principle
          recorded
          as an adjustment to opening retained earnings. The Company is currently
          evaluating the impact, if any, that FIN 48 may have on our financial
          statements.
 
 In
          September 2006, the FASB issued SFAS No. 157, Fair Value Measurements ("SFAS
          157"). This new standard establishes a common definition for fair value
          to be
          applied to U.S. GAAP guidance requiring use of fair value, establishes
          a
          framework for measuring fair value, and expands disclosure about such fair
          value
          measurements.
 
 SFAS
          157
          is effective for fiscal years beginning after November 15, 2007. The Company
          is
          currently assessing the impact of SFAS 157 on its financial position and
          results
          of operations.
  **ORION
            DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
  In
          February 2007, the FASB issued SFAS No. 159, the Fair Value Option for
          Financial
          Assets and Financial Liabilities - Including an amendment of SFAS No.115
          ("SFAS
          159"), which provides all entities, including not-for-profit organizations,
          with
          an option to report selected financial assets and liabilities at fair value.
          The
          objective of SFAS 159 is to improve financial reporting by providing entities
          with the opportunity to mitigate volatility in earnings caused by measuring
          related assets and liabilities differently without having to apply the
          complex
          provisions of hedge accounting. Certain specified items are eligible for
          the
          irrevocable fair value measurement option as established by SFAS 159. SFAS
          159
          is effective as of the beginning of an entity's first fiscal year beginning
          after November 15, 2007. Early adoption is permitted as of the beginning
          of a
          fiscal year that begins on or before November 15, 2007 provided the entity
          also
          elects to apply the provisions of SFAS 157. The Company is currently assessing
          the impact of SFAS 159 on its financial position, results of operations
          and cash
          flows.
  Reclassification
  The
          company reclassified $28,500 of common stock to be issued to a
          note-holder, previous recorded as additional paid in capital, as
          liability.
 
 **NOTE
          3 - NOTES PAYABLE**
 
 The
          Company is obligated to a non-controlling shareholder for $30,000 advanced
          to
          fund operations. The note bears interest at 8% per annum and was repayable
          on
          the earlier of February 8, 2007 or within 30 days of the closing of the
          reverse
          acquisition business combination between the Company and Ovale. As additional
          consideration, the Company shall issue 40,000 shares, $.01 par value, of
          common
          stock.  Because the Company failed to pay the note on the due date, the
          Company is obligated to issue to the lender 10,000 shares of common stock
          for
          each month the Company fails to repay the loan commencing on the first
          day of
          the first month following the due date and continuing until the loan is
          repaid
          in full together with all the accrued interest.   As of April 30,
          2007, the Company had not repaid the loan and was required to issue the
          shareholder 20,000 shares as penalty.  As of July of 2007, the Company
          has not repaid the loan, and consequently is required to issue the noteholder
          an
          additional 30,000 shares of common stock for failure to repay the loan
          during
          the months subsequent to the fiscal year ended April 30, 2007.
  **NOTE
          4. NET OPERATING LOSS CARRYFORWARDS**
  As
          of
          April 30, 2007 the Company had NOLs of $272,027. These NOLs and corresponding
          estimated tax assets, computed at a 35% tax rate, expire as
          follows:
  Year
                  lossIncurred
              Expiration
              Loss
              Estimated30-Apr
              Date
              Amount
              Tax
                  Asset1995
              2015
              $
                  69,583
              $24,3541996
              2016
              70,260
              24,5911999
              2019
              400
              1402000
              2020
              400
              1402001
              2021
              26,900
              9,4152002
              2022
              4,019
              1,4072004
              2024
              27,016
              9,4562005
              2025
              6,045
              2,1162006
              2026
              11,878
              4,1572007
              2027
              53,046
              18,566Total
              
              $269,547
              $94,341
   Under
        the
        provisions of SFAS 109, NOLs represent temporary differences that enter into
        the
        calculation of deferred tax assets. Realization of deferred tax assets
        associated with the NOL is dependent upon generating sufficient taxable income
        prior to their expiration. The tax law reduces the allowable NOL with changes
        in
        ownership. Due to this fact the Company may not benefit from the
        NOLs.
 **ORION
            DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
  Management
            believes that there is a risk that certain of these NOLs may expire unused
            and,
            accordingly, has established a valuation allowance against them. Although
            realization is not assured for the remaining deferred tax assets, based
            on the
            historical trend in sales and profitability, the estimated tax assets
            and
            valuation allowance were $94,341 as of April 30, 2007. The Company believes
            it
            is likely that the benefit of these additional assets may not be realized
            in the
            future.
  Net
                  operating loss carryforwards
                $  94,341Less:
                  Valuation allowance
                (94,341)Net
                  deferred tax assets - current
                $          --
  As
          of
          April 30, 2007, the Company’s federal net operating loss carryforwards was
          approximately $269,940.  In the event of any over fifty percent change
          in ownership, as defined by Section 382 of the IRC, the amount of net operating
          loss carry forward used in any one year in the future is substantially
          limited.
  **NOTE
          5. GOING CONCERN BASIS AND FUTURE PLANS**
  The
          accompanying consolidated financial statements have been prepared on a
          going
          concern basis which contemplates the realization of assets and satisfaction
          of
          liabilities in the normal course of business. Orion has not realized any
          material revenues for the five years ended April 30, 2007, and the statement
          of
          retained earnings for the year ended April 30, 2007 reflect a retained
          deficit
          of $269,547. The Company also has been entirely supported by its majority
          shareholder. These factors raise substantial doubt about the Company's
          ability
          to continue as a going concern.
  **NOTE
          6. PENDING BUSINESS COMBINATION**
  On
          September 15, 2004, the Company, and the holders of all of the outstanding
          capital stock (the "Holders") of Ovale S.A., a Swiss corporation ("Ovale"),
          entered into a reverse acquisition Share Exchange Agreement that amended,
          restated and replaced their prior agreements (the "New Agreement"). Pursuant
          to
          the New Agreement, the Holders agreed to tender to the Company all of the
          100
          issued and outstanding shares of Class A common stock, 1,000 CHF (i.e.,
          Swiss
          Francs) par value, and all 150 issued and outstanding shares of Class B
          common
          stock, 5,000 CHF par value, of Ovale in exchange for an aggregate of 10,608,100
          shares of common stock of the Company.
  In
          addition, certain Class A Shareholders of Ovale who borrowed CHF 50,000
          from the
          Company in June, 2003 (the "June Borrowers") and Vladimir Fabert, Ovale's
          President and principal stockholder ("Fabert") who arranged for a loan
          to be
          made to Ovale for a maximum of (euro)700,000 (the "Fabert-Ovale Loan")
          agreed
          that at the closing: (i) Fabert shall accept 1.667 shares of the Company's
          common stock for each Euro lent to Ovale by the Company as payment of the
          Fabert-Ovale Loan; and (ii) the June Borrowers shall accept CHF50,000 as
          additional payment for their Class A Ovale shares in full satisfaction
          of their
          loan. The foregoing is hereinafter referred to as the (the "Share Exchange").
          As
          a result, and at the closing of the Share Exchange, Ovale will become a
          wholly
          owed subsidiary of the Company, and the Holders will collectively own
          approximately 75% of the total number of shares of the Company's common
          stock
          expected to be issued and outstanding as of that date. The transaction
          with the
          Holders is being accounted for as a reverse acquisition. The Agreement,
          which
          contains the customary representations and warranties, requires Ovale to
          furnish
          the Company with audited financial statements. Following the closing of
          the
          Share Exchange with Ovale, of which there can be no assurance: (i) Messrs.
          Vladimir Fabert and Gilles Neveau will be elected as the Company's principal
          executive officers and as members of the Company's Board of Directors;
          (ii) the
          Company will elect a Chief Financial Officer; (iii) Irwin Pearl will remain
          as a
          member of the Company's Board of Directors; and (iv) the Company will become
          principally engaged in the design and distribution of high quality infant
          clothing, gifts and accessories.
 **ORION
            DIVERSIFIED TECHNOLOGIES, INC.**
 **NOTES
            TO THE FINANCIAL STATEMENTS**
  On
          November 8, 2004, the Company, Ovale and the Holders entered into an amendment
          (the "Amendment") to the New Agreement. Pursuant to the Amendment, the
          parties
          agreed to consummate the business combination made the subject of the New
          Agreement in two closings. At the Initial closing, which took place on
          November
          19, 2004, the Company delivered 5,900,000 shares of its common stock, $.01
          par
          value per share, to Frederic Cottier, the designated Swiss escrow agent.
          An
          aggregate of 1,166,900 shares were delivered to the owners of the Orion-Ovale
          loan and 2,063,559 shares were delivered to the Ovale shareholders in proportion
          to their interests in Ovale. An aggregate of 2,669,541 of these shares
          were held
          in escrow until the second closing when The subject Ovale financial statements
          were delivered to Ovale in November, 2005 and the Orion shares held in
          escrow
          were delivered to Vladimir Fabert (1,949,541 shares) and Alexandra Fabert,
          his
          wife (720,000 shares). The release of these shares was recorded as addition
          to
          common stock and reduction in the additional paid in capital of $26,695.
          Also,
          the Orion-Ovale loan was assigned to Orion, all issued and outstanding
          shares of
          Ovale were delivered to Ovale's counsel until the second closing, and (euro)
          443,894 held in trust in Switzerland, was released to Ovale for use in
          its
          business. At the second closing, the Company shall deliver the remaining
          5,875,000 shares of its common stock, $.01 par value per share to the individual
          Ovale shareholders in exchange for all of the Ovale shares and Mr. Cottier
          will
          deliver the 2,669,541 shares as aforesaid. Finally, the Amendment provided
          that
          the Company's Board of Directors shall remain in tact until the second
          closing.
          As previously reported in the Company's Form 10-KSB for the fiscal year
          ended
          April 30, 2004, the transaction with Ovale was previously approved by two-thirds
          of the Company's shareholders.